ÇATES ELEKTRİK ÜRETİM A.Ş.CATES |
1.1. Facilitating the Exercise of Shareholders Rights
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The number of investor meetings (conference, seminar/etc.) organised by the company during the year
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0
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1.2. Right to Obtain and Examine Information
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The number of special audit request(s)
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0
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The number of special audit requests that were accepted at the General Shareholders' Meeting
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0
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1.3. General Assembly
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Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)
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Since the Ordinary General Assembly Meeting for the Year 2022 held on 05.05.2023 was held before the public IPO, there is no PDP announcement link, but you can access the minutes of the meeting at https://www.cates.com.tr/en/general-assembly
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Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time
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Since the 2022 General Assembly was held prior to the public IPO, it was prepared only in Turkish.
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The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9
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-
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The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)
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-
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The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)
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-
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The name of the section on the corporate website that demonstrates the donation policy of the company
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Corporate Website/Investor Relations/Corporate Governance/Policies/Donation and Aid Policy
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The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved
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2023 will be included in the agenda of the Ordinary General Assembly Meeting
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The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting
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None
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Identified stakeholder groups that participated in the General Shareholders' Meeting, if any
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You can access the list of attendees at the Ordinary General Assembly Meeting for the Year 2022 held on 05.05.2023 from the link https://www.cates.com.tr/en/general-assembly
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1.4. Voting Rights
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Whether the shares of the company have differential voting rights
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Evet (Yes)
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In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.
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Privileged shareholders are the holders of Group A shares, which account for 50.99% of the shares.
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The percentage of ownership of the largest shareholder
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%79,99
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1.5. Minority Rights
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Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association
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Hayır (No)
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If yes, specify the relevant provision of the articles of association.
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None
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1.6. Dividend Right
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The name of the section on the corporate website that describes the dividend distribution policy
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Corporate Website/Investor Relations/Corporate Governance/Policies/Dividend Distribution Policy
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Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.
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You can access the meeting minutes of the Ordinary General Assembly Meeting for the Year 2022 held on 05.05.2023 at https://www.cates.com.tr/en/general-assembly
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PDP link to the related general shareholder meeting minutes in case the board of directors proposed to the general assembly not to distribute dividends
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Since the Ordinary General Assembly Meeting for the Year 2022 held on 05.05.2023 was held before the public offering, there is no PDP announcement link, but you can access the minutes of the meeting at https://www.cates.com.tr/en/general-assembly
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General Meeting Date | The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting | Shareholder participation rate to the General Shareholders' Meeting | Percentage of shares directly present at the GSM | Percentage of shares represented by proxy | Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against | Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them | The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions | The number of declarations by insiders received by the board of directors | The link to the related PDP general shareholder meeting notification |
05/05/2023 | 0 | %100 | %100 | %0 | Corporate Website/Investor Relations/Corporate Governance/General Assembly | Corporate Website/Investor Relations/Corporate Governance/General Assembly | None | Since the Ordinary General Assembly Meeting for the Year 2022 held on 05.05.2023 was held before the public offering, there is no PDP announcement link, but you can access the minutes of the meeting at https://www.cates.com.tr/en/general-assembly |
2.1. Corporate Website
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Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.
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Corporate Website/Investor Relations
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If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.
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Corporate Website/Investor Relations/Corporate Governance/Partnership Structure
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List of languages for which the website is available
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Turkish & English
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2.2. Annual Report
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The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
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a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members
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2023 Annual Report/Corporate Governance/Board of Directors & 2023 Annual Report/Corporate Governance/Independence Declarations
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b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure
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2023 Annual Report/Corporate Governance/Committees and Policies
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c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings
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2023 Annual Report/Corporate Governance/Board of Directors
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ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation
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2023 Annual Report/Corporate Governance/Legislative Amendments in 2023
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d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof
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2023 Annual Report/Corporate Governance/Information on Lawsuits Filed Against the Company that may Affect the Financial Position and Activities of the Company and Their Possible Results
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e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest
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2023 Annual Report/Corporate Governance/Information on Conflicts of Interest between the Company and Institutions Providing Services Such as Investment Advisory and Rating Services and Measures Taken to Prevent the Same
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f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%
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2023 Annual Report/Corporate Governance/Other Matters
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g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results
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2023 Annual Report/Sustainability/Corporate Social Responsibility
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3.1. Corporation’s Policy on Stakeholders
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The name of the section on the corporate website that demonstrates the employee remedy or severance policy
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Corporate Website/Investor Relations/Corporate Governance/Policies/Compensation Policy
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The number of definitive convictions the company was subject to in relation to breach of employee rights
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0
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The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)
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Internal Audit and Control Group Director
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The contact detail of the company alert mechanism
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https://www.cates.com.tr/en/policy/code-of-ethics-and-working
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3.2. Supporting the Participation of the Stakeholders in the Corporation’s Management
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Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies
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Corporate Website/Investor Relations/Corporate Governance/Policies/Human Resources Policy
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Corporate bodies where employees are actually represented
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In our workplaces where there is a union, there is a union representative elected among the workers by the Union Branch Board of Directors and in all other workplaces there is an employee representative.
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3.3. Human Resources Policy
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The role of the board on developing and ensuring that the company has a succession plan for the key management positions
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The development of a succession plan for key management positions is subject to the approval of the board of directors and the process is included in the human resources policy.
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The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.
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Corporate Website/Investor Relations/Corporate Governance/Policies/Human Resources Policy/Recruitment Management
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Whether the company provides an employee stock ownership programme
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Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
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The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.
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Corporate Website/Investor Relations/Corporate Governance/Policies/Human Rights Policy
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The number of definitive convictions the company is subject to in relation to health and safety measures
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0
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3.5. Ethical Rules and Social Responsibility
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The name of the section on the corporate website that demonstrates the code of ethics
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Corporate Website/Corporate Governance/Policies/Ethical Rules and Code of Conduct
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The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.
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Corporate Website/Investor Relations/Corporate Governance/Policies/"Environmental Policy", "Sustainability Policy" and "General Environmental Procedure"
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Any measures combating any kind of corruption including embezzlement and bribery
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There is an Anti-Bribery and Anti-Corruption Policy
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4.2. Activity of the Board of Directors
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Date of the last board evaluation conducted
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Each year, in the last week of the year, one-on-one meetings are held with the members of the Board of Directors to evaluate their overall performance.
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Whether the board evaluation was externally facilitated
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Hayır (No)
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Whether all board members released from their duties at the GSM
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Evet (Yes)
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Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties
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Chairman Hamdi ALP, Board Member Rıdvan Edip AKDENİZ
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Number of reports presented by internal auditors to the audit committee or any relevant committee to the board
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None
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Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls
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2023 Annual Report/Corporate Governance/Assessment of the Board of Directors & 2023 Annual Report/Corporate Governance/Internal Audit and Control Activities
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Name of the Chairman
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Chairman of the Board of Directors Aydem Holding A.Ş. - real person representative Hamdi ALP
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Name of the CEO
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Hamdi ALP
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If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles
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2023 will be included in the agenda of the Ordinary Board Meeting.
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Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital
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There is an executive liability policy, the amount of the policy does not exceed 25% of the share capital due to the high capital of the Company.
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The name of the section on the corporate website that demonstrates current diversity policy targeting women directors
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Corporate Website/Investor Relations/Corporate Governance/Policies/Diversity Policy
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The number and ratio of female directors within the Board of Directors
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None
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Name-Surname | Real Person Acting on Behalf of Legal Person Member | Gender | Title | Profession | The First Election Date To Board | Whether Executive Director or Not | Positions Held in the Company in the Last 5 Years | Current Positions Held Outside the Company | Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not | Share in Capital (%) | The Share Group that the Board Member Representing | Independent Board Member or not | Link To PDP Notification That Includes The Independency Declaration | Whether the Independent Director Considered By The Nomination Committee | Whether She/He is the Director Who Ceased to Satisfy The Independence or Not | Committees Charged and Task |
AYDEM HOLDİNG ANONİM ŞİRKETİ | HAMDİ ALP | Male | Chairman of the Board | Certified Public Accountant | 01/06/2022 | Executive | Chairman of the Board of Directors, General Manager | Chairman of the Board of Directors: (i) Aydem Enerji Yatırımları A.Ş., (ii) Aydem Yenilenebilir Enerji A.Ş., (iii) Yatağan Termik Enerji A.Ş., (iv) Ege Perakende Enerji Satış A.Ş., (v) Ege Perakende Enerji Satış A.Ş., (vi) Gediz Perakende Satış A.Ş., (vii) Gdz Enerji Yatırımları A.Ş., (viii) Sarı Perakende Enerji Satış ve Ticaret A.Ş., (ix) Extranet İletişim Hizmetleri A.Ş., (x) Yalova Rüzgar Enerjisinden Elektrik Üretim A.Ş., (xi) Parla Solar Hücre ve Panel Üretim A.Ş., (xii) Yf Operasyonel Kiralama A.Ş., Vice Chairman of the Board of Directors: (i) Elsan Elektrik Gereçleri Sanayi ve Ticaret A.Ş., (ii) Tümaş Mermer Sanayi ve Ticaret A.Ş. | Yes | Dependent Member | ||||||
MEHMET AKİF GÜL | Male | Member of the Board | Engineer | 26/09/2023 | Non-Executive | Board Member | Chairman of the Board of Directors: (i) Elsan Elektrik Gereçleri Sanayi ve Ticaret A.Ş., Vice Chairman of the Board of Directors: (i) GDZ Elektrik Dağıtım A.Ş., (ii) ADM Elektrik Dağıtım A.Ş., Board Member: (i) Tümaş Mermer Sanayi ve Ticaret A.Ş. | Yes | Dependent Member | |||||||
RIDVAN EDİP AKDENİZ | Male | Member of the Board | Engineer | 20/07/2023 | Executive | Board Member, Power Plant Director | Board Member: (i) Kızılağaç Yeşilyayla Yapı Konut Kooperatifi | No | Dependent Member | |||||||
EMİRHAN KARAYAY | Male | Member of the Board | Managing Director / Chief Executive | 20/07/2023 | Non-Executive | Board Member | Board Member: (i) Elsan Elektrik Gereçleri Sanayi ve Tic. A.Ş., (ii) Yatağan Termik Enerji Üretim A.Ş., (iii) GDZ Enerji Yatırımları A.Ş., (iv) Extranet İletişim Hizmetleri A.Ş., (v) Yf Operasyonel Kiralama A.Ş., (vi) Gediz Enerji Yatırımları A.Ş., (vii) Parla Enerji Yatırımları A.Ş., (viii) ADM Energy Elektrik Yatırımları A.Ş., Other: (i) Aydem Holding A.Ş. - Group Head of Human Resources | No | Dependent Member | |||||||
ENGİN KAVAS | Male | Member of the Board | Engineer | 20/07/2023 | Non-Executive | Board Member | Vice Chairman of the Board of Directors: (i) Aydem Enerji Yatırımları A.Ş., (ii) Parla Enerji Yatırımları A.Ş., (iii) ADM Energy Elektrik Yatırımları A.Ş., (iv) Parla Solar Hücre ve Panel Üretim A.Ş. (on behalf of GDZ Enerji Yatırımları A.Ş.), (v) Gediz Enerji Yatırımları A.Ş., (vi) Aydem Plus Enerji Çözümleri Ticaret A.Ş., Board Member: (i) GDZ Enerji Yatırımları A.Ş., (ii) Yatağan Termik Enerji Üretim A.Ş., (iii) Inoven Enerji Mühendislik ve Tic. A.Ş., (iv) İmpera Enerji ve Mühendislik A.Ş., Other: (i) Aydem Holding A.Ş. - Group Head of Information Technologies | No | Dependent Member |
4.4. Meeting Procedures of the Board of Directors
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Number of physical or electronic board meetings in the reporting period.
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55
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Director average attendance rate at board meetings
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%100
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Whether the board uses an electronic portal to support its work or not
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Hayır (No)
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Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter
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3
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The name of the section on the corporate website that demonstrates information about the board charter
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Corporate Website/Investor Relations/Corporate Governance/Board of Directors Working Principles
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Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors
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None
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4.5. Board Committees
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Page numbers or section names of the annual report where information about the board committees are presented
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2023 Annual Report/Corporate Governance/Committees and Policies
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Link(s) to the PDP announcement(s) with the board committee charters
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https://www.kap.org.tr/en/Bildirim/1219884
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Names Of The Board Committees | Name Of Committees Defined As "Other" In The First Column | Name-Surname of Committee Members | Whether Committee Chair Or Not | Whether Board Member Or Not |
Diğer (Other) | - | - | Hayır (No) | Yönetim kurulu üyesi değil (Not board member) |
4.5. Board Committees-II
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Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)
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2023 Annual Report/Corporate Governance/Committees and Policies/Audit Committee
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Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)
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2023 Annual Report/Corporate Governance/Committees and Policies/Corporate Governance Committee
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Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)
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2023 Annual Report/Corporate Governance/Committees and Policies/Corporate Governance Committee
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Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)
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2023 Annual Report/Corporate Governance/Committees and Policies/Early Detection of Risk Committee
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Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)
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2023 Annual Report/Corporate Governance/Committees and Policies/Corporate Governance Committee
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4.6. Financial Rights
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Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)
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2023 Annual Report/Corporate Governance/Assessment of the Board of Directors
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Specify the section of website where remuneration policy for executive and non-executive directors are presented.
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Corporate Website/Investor Relations/Corporate Governance/Policies/Compensation Policy
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Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)
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2023 Annual Report/Corporate Governance/Financial Benefits Provided to Board Members and Senior Executives
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Names Of The Board Committees | Name of committees defined as "Other" in the first column | The Percentage Of Non-executive Directors | The Percentage Of Independent Directors In The Committee | The Number Of Meetings Held In Person | The Number Of Reports On Its Activities Submitted To The Board |
Diğer (Other) | - | %0 | %0 | - | - |